RUBATO AUDIO - END-USER LICENSE AGREEMENT
Version 1.0 - Last updated 2026-06-16

This End-User License Agreement ("Agreement") is a legal agreement between you
("You") and Rubato Audio LLC, an Oregon limited liability company ("Licensor,"
"we," "us"), for the Rubato Audio software product that this Agreement
accompanies, including its plug-in/device files, scripts, user interface
assets, any bundled runtime, and any documentation and updates (collectively,
the "Software").

BY INSTALLING, COPYING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS
AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE, AND, IF YOU
PURCHASED IT, YOU MAY SEEK A REFUND IN ACCORDANCE WITH SECTION 6.

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1. DEFINITIONS

"Documentation" means any user guides or instructions we provide with the
Software. "Updates" means bug fixes, patches, and new versions we make
available. "Beta Software" means any alpha, beta, preview, or other pre-release
version of the Software, however designated.

2. LICENSE GRANT

Subject to Your compliance with this Agreement and, where applicable, payment of
the applicable fee, Licensor grants You a personal, non-exclusive,
non-transferable, non-sublicensable, revocable license to:

  (a) install and use the Software, in object-code form, on devices that You own
      or control, for Your own music-creation purposes; and

  (b) make a reasonable number of backup copies of the Software solely for
      archival purposes.

Unless Your order or a separate written agreement says otherwise, this license
is granted to a single user, who may install the Software on the devices that
user owns or controls. The Software is licensed, not sold.

3. RESTRICTIONS - NO REVERSE ENGINEERING

You may not, and may not permit or assist any third party to:

  (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive
      the source code, underlying ideas, algorithms, file formats, or internal
      structure of the Software, or of any bundled runtime, model, or data, in
      whole or in part, by any means;

  (b) modify, adapt, translate, or create derivative works of the Software, or
      merge it into other software, except as expressly permitted in writing by
      Licensor;

  (c) remove, alter, obscure, or circumvent any copyright, trademark, or other
      proprietary notice, license key, license check, or technical protection or
      rights-management measure in or applied to the Software;

  (d) copy, distribute, rent, lease, lend, sell, resell, sublicense, assign,
      host, or otherwise make the Software available to any third party, whether
      for a fee or free of charge, except as expressly permitted by this
      Agreement; or

  (e) use the Software to develop, train, or benchmark a competing product, or
      to extract its outputs for the purpose of replicating its behavior.

Interoperability carve-out (mandatory law). Nothing in Section 3(a) limits any
right You have under applicable law that cannot be excluded by contract - in
particular, a right to decompile the Software to the limited extent necessary to
achieve interoperability with independently created software. Where such a right
applies, You must first request the information needed for interoperability from
Licensor in writing at support@rubato.audio, and may decompile only if Licensor
does not make that information available within a reasonable time. Any
information so obtained may be used solely for interoperability and may not be
disclosed to others or used to create substantially similar software.

4. CONFIDENTIALITY

  (a) The Software, and any non-public information about its design, algorithms,
      data, methods, performance characteristics, and internal documentation
      (collectively, "Confidential Information"), are the confidential
      information and trade secrets of Licensor.

  (b) You will (i) use Confidential Information solely to use the Software as
      permitted by this Agreement; (ii) not disclose Confidential Information to
      any third party; and (iii) protect it using at least the same degree of
      care You use for Your own confidential information, and no less than
      reasonable care.

  (c) Confidential Information does not include information that is or becomes
      publicly available through no fault of Yours, or that You can show You
      lawfully knew before receiving it from Licensor.

  (d) Your obligations under this Section survive termination of this Agreement
      and continue for as long as the information remains a trade secret or is
      otherwise not publicly available.

5. BETA / PRE-RELEASE SOFTWARE

If the Software is Beta Software, the following apply in addition to the rest of
this Agreement, and control to the extent of any conflict:

  (a) Beta Software is provided "AS IS" and "AS AVAILABLE," for testing and
      evaluation only. It may be incomplete, may contain errors, may change or be
      withdrawn at any time, may not represent the final product, and may stop
      functioning after a defined test period. It is not intended for production
      use.

  (b) You receive Beta Software in confidence. In addition to Section 4, You will
      not publish, post, stream, publicly distribute screenshots of, benchmark
      publicly, or otherwise make public any Beta Software, its features, or its
      behavior, and You will not redistribute or transfer it to anyone, without
      Licensor's prior written consent.

  (c) Feedback. If You give Licensor feedback, suggestions, or bug reports
      ("Feedback"), You grant Licensor a perpetual, irrevocable, worldwide,
      royalty-free license to use the Feedback for any purpose, without
      obligation to You. You will not provide Feedback that is subject to a third
      party's confidentiality or intellectual-property rights.

  (d) To the maximum extent permitted by law, Licensor disclaims all warranties
      for Beta Software and has no liability arising from Your use of it.

6. PURCHASES, FEES, AND REFUNDS

Paid Software may be sold and delivered through a third-party reseller or
merchant of record on Licensor's behalf. Pricing, taxes, payment, and refunds
are governed by the policy presented at the point of sale and by Licensor's
refund policy published at rubato.audio (or the reseller's policy, where it
applies). This Agreement governs Your use of the Software regardless of how it
was purchased or delivered.

7. OWNERSHIP

The Software is the exclusive property of Licensor and its licensors and is
protected by United States and international copyright, trade-secret, and other
intellectual-property laws and treaties. Licensor reserves all rights not
expressly granted to You in this Agreement. No title to or ownership of the
Software, or of any of Licensor's trademarks, is transferred to You.

8. THIRD-PARTY COMPONENTS

The Software may include third-party software components that are licensed under
their own terms. Those components are provided to You under, and Your use of them
is governed by, their respective licenses, and the notices and license texts for
them are provided with the Software (for example, in a THIRD-PARTY-LICENSES.txt
file accompanying the product). To the extent a third-party license grants You
rights that conflict with this Agreement as to that component, the third-party
license controls for that component.

9. UPDATES

Licensor may, but is not obligated to, provide Updates. Updates are part of the
Software and are governed by this Agreement unless accompanied by a separate
license, in which case that separate license controls. Licensor may add, change,
or discontinue features at any time.

10. TERM AND TERMINATION

This Agreement is effective until terminated. It terminates automatically if You
breach any of its terms. Licensor may also terminate it on notice if You breach
it. Upon termination, the license in Section 2 ends and You must stop using the
Software and delete or destroy all copies in Your possession or control. Sections
3, 4, 6, 7, and 10 through 16 survive termination.

11. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS
IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM
COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE
WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL
MEET YOUR REQUIREMENTS. Some jurisdictions do not allow the exclusion of certain
warranties, so some of the above exclusions may not apply to You; in that case
any mandatory warranty is limited to the minimum extent and shortest period
permitted by law.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE
SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR
(B) FIFTY U.S. DOLLARS (US $50).

These limitations do not exclude or limit liability that cannot be excluded or
limited under applicable law (for example, for fraud, or for death or personal
injury caused by negligence). Some jurisdictions do not allow certain
limitations, so some of the above may not apply to You.

13. EXPORT AND COMPLIANCE

You will comply with all applicable U.S. and other export-control and sanctions
laws, and will not use or export the Software in violation of them. You represent
that You are not located in, and will not use the Software in, a country or
region subject to a U.S. embargo, and that You are not on any U.S. government
restricted-party list.

14. U.S. GOVERNMENT END USERS

The Software is "commercial computer software" and "commercial computer software
documentation." Any use, duplication, or disclosure by the U.S. Government is
subject to the restrictions of this Agreement, consistent with FAR 12.212 and
DFARS 227.7202, as applicable.

15. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Oregon, United States,
without regard to its conflict-of-laws rules. The United Nations Convention on
Contracts for the International Sale of Goods does not apply. The exclusive venue
for any dispute arising out of or related to this Agreement or the Software will
be the state and federal courts located in the State of Oregon, and You consent
to the personal jurisdiction of those courts. Nothing in this Section prevents
Licensor from seeking injunctive or equitable relief in any court of competent
jurisdiction to protect its intellectual property or Confidential Information.

16. GENERAL

  (a) Entire Agreement. This Agreement is the entire agreement between You and
      Licensor regarding the Software and supersedes all prior or contemporaneous
      understandings on that subject.

  (b) Severability. If any provision is held unenforceable, it will be modified
      to the minimum extent necessary to make it enforceable, and the remaining
      provisions will remain in effect.

  (c) No Waiver. A failure to enforce any provision is not a waiver of it.

  (d) Assignment. You may not assign or transfer this Agreement or the license
      without Licensor's prior written consent. Licensor may assign it, including
      in connection with a merger, acquisition, or sale of assets.

  (e) Notices and Contact. Questions and legal notices to Licensor may be sent to
      support@rubato.audio.

By installing or using the Software, You acknowledge that You have read this
Agreement, understand it, and agree to be bound by it.
